Intercreditor And Subordination Agreement Sample Contracts

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Fusion Telecommunications International, Inc. – Intercreditor and Subordination Agreement (November 23rd, 2016)

INTERCREDITOR AND SUBORDINATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), dated as of November 14, 2016, by and among MARVIN ROSEN, an individual ("Subordinated Lender"), FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation ("Issuer"), each other Credit Party party hereto and EAST WEST BANK, in its capacity as administrative agent ("Administrative Agent") pursuant to the Credit Agreement (as hereinafter defined).

Fusion Telecommunications International, Inc. – Intercreditor and Subordination Agreement (November 18th, 2016)

INTERCREDITOR AND SUBORDINATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), dated as of November 14, 2016, by and among MARVIN ROSEN, an individual ("Subordinated Lender"), FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation ("Issuer"), each other Credit Party party hereto and EAST WEST BANK, in its capacity as administrative agent ("Administrative Agent") pursuant to the Credit Agreement (as hereinafter defined).

First Amendment to Intercreditor and Subordination Agreement (November 8th, 2016)

This FIRST AMENDMENT TO INTERCREDITOR AND SUBORDINATION AGREEMENT ("First Amendment"), dated as of October [___], 2016, by and among the holders of the Company's Series E Preferred Stock (the "Series E Holders") and the holders of the Company's Series H Preferred Stock ("Series H Holders"), Amarantus Bioscience Holdings, Inc. (the "Company"), all of the subsidiaries of the Company (such subsidiaries, the "Subsidiaries", the Company jointly and severally, together with their respective successors and assigns, collectively, the "Debtors"), GEMG LLC ("GEMG"), ANSON INVESTMENTS MASTER FUND LP ("Anson"), DOMINION CAPITAL, LLC, ("Dominion") and DELAFIELD INVESTMENTS LIMITED ("Delafield") the holders (collectively, the "April 2016 Holders") of the Company's 12% OID Senior Secured Convertible Promissory Notes, in the original aggregate principal amount of $4,000,000 pursuant to the Senior Loan Agreement, Delafield in its capacity as collateral agent (in such capacity, the "Collateral Agent") a

INTERCREDITOR AND SUBORDINATION AGREEMENT Dated as of October 4, 2016 Between Royal Bank of Canada, as Priority Lien Agent, and Wilmington Trust, National Association, as Subordinated Collateral Trustee and Acknowledged and Agreed by SandRidge Energy, Inc. And Certain of Its Subsidiaries (October 7th, 2016)

INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of October 4, 2016 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement), between Royal Bank of Canada, as administrative agent for the Priority Lien Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the Original Priority Lien Agent), and Wilmington Trust, National Association, as collateral trustee for the Subordinated Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the Original Subordinated Collateral Trustee) and agreed by SandRidge Energy, Inc., a Delaware corporation (together with its successors and assigns, SandRidge) and certain of its subsidiaries.

Techprecision Corp – Intercreditor and Subordination Agreement (May 2nd, 2016)

THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement") made as of this 31st day of March, 2016, between and among PEOPLE'S CAPITAL AND LEASING CORP., a Connecticut corporation (the "Senior Creditor"), REVERE HIGH YIELD FUND, LP, a Delaware limited partnership (the "Subordinated Creditor"), and RANOR, INC., a Delaware corporation (the "Debtor") agree as follows:

Intellect Neurosciences, Inc. – Intercreditor and Subordination Agreement (April 28th, 2016)

THIS INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of April __, 2016, (this "Agreement"), is by and among Intellect Neurosciences, Inc., a Delaware corporation (the "Company"), the parties identified on Schedule A hereto ("Senior Lenders") and the parties identified on Schedule B hereto (the "Junior Lenders" and together with Company and Senior Lenders each a "Party" and collectively the "Parties").

Fusion Telecommunications International, Inc. – Intercreditor and Subordination Agreement (March 28th, 2016)

INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of August 28, 2015, by and among MARVIN ROSEN, an individual ("Subordinated Lender"), FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation ("Issuer"), each other Credit Party party hereto and OPUS BANK, a California commercial bank, as Administrative Agent (in its capacity as Administrative Agent under the Credit Agreement defined below, the "Agent").

Industrial Services of America, Inc. – Intercreditor and Subordination Agreement (March 25th, 2016)

THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement" as further defined below) is entered into as of this 29th day of February, 2016 by 7100 GRADE LANE LLC, a Kentucky limited liability company ("Subordinated Lender" as further defined below), INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation ("Company") and the other "Debtors" signatory hereto, for the benefit of MIDCAP BUSINESS CREDIT LLC, a Texas limited liability company ("Senior Lender" as further defined below).

Industrial Services of America, Inc. – Intercreditor and Subordination Agreement (March 25th, 2016)

THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement" as further defined below) is entered into as of this 29th day of February, 2016 by K&R, LLC, a Kentucky limited liability company ("Subordinated Lender" as further defined below), INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation ("Company") and the other "Debtors" signatory hereto, for the benefit of MIDCAP BUSINESS CREDIT LLC, a Texas limited liability company ("Senior Lender" as further defined below).

American Home Alliance Corp – Intercreditor and Subordination Agreement (February 3rd, 2016)

THIS INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of August 3, 2015 (as amended, restated or supplemented from time to time, this "Agreement")

S&W Seed Company – Intercreditor and Subordination Agreement (September 23rd, 2015)

THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement") dated as of September 22, 2015, is by and between (i) KeyBank National Association (the "Working Capital Lender" as hereinafter further defined), (ii) Hudson Bay Fund LP, in its capacity as agent for the holders of the Term Loan Debt defined below (in such capacity, the "Term Loan Agent" as hereinafter further defined) and (iii) Pioneer Hi-Bred International, Inc., an Iowa corporation (the "Pioneer Lender" as hereinafter further defined).

Intercreditor and Subordination Agreement (March 2nd, 2015)

This INTERCREDITOR AND SUBORDINATION AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this Agreement) is dated as of March 2, 2015, and is entered into by and between PNC BANK, NATIONAL ASSOCIATION (in its capacity as administrative agent for the Lenders (as hereinafter defined), the Agent; the Agent and such Lenders, collectively, the Senior Creditors and each individually, a Senior Creditor), for and on behalf of the Senior Creditors and each other Senior Claimholder (as hereinafter defined) from time to time, and U.S. BANK NATIONAL ASSOCIATION (in its capacity as trustee for the Subordinated Noteholders (as hereinafter defined), the Subordinated Creditor) for and on behalf of the Subordinated Claimholders (as hereinafter defined) from time to time.

S&W Seed Company – Intercreditor and Subordination Agreement (December 31st, 2014)

THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement") dated as of December [__], 2014, is by and between (i) Wells Fargo Bank, National Association (the "Working Capital Lender" as hereinafter further defined), (ii) Hudson Bay Fund LP, in its capacity as agent for the holders of the Term Loan Debt defined below (in such capacity, the "Term Loan Agent" as hereinafter further defined) and (iii) Pioneer Hi-Bred International, Inc., an Iowa corporation (the "Pioneer Lender" as hereinafter further defined).

Gilla Inc – Intercreditor and Subordination Agreement (August 8th, 2014)

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby agree as follows:

Body Central – Intercreditor and Subordination Agreement (June 30th, 2014)

THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (Agreement) is dated as of June 27, 2014, among CRYSTAL FINANCIAL LLC, as administrative agent and collateral agent for the First Lien Lenders (defined below) (in such capacity, the Senior Agent or First Lien Agent), LANE FIVE PARTNERS LP, as collateral agent for the Second Priority Lenders (defined below) (Lane Five or Second Lien Agent), and BODY CENTRAL STORES, INC., BODY CENTRAL SERVICES, INC., and BODY CENTRAL DIRECT, INC. (collectively, the Borrowers), and BODY CENTRAL CORP., as guarantor (Company) and any other Grantor (defined below) listed on the signature pages or otherwise from time to time signatories hereto. Each capitalized term used herein shall have the meanings set forth in Section 1 below or as otherwise set forth herein.

Nevada Gold & Casinos, Inc. – Intercreditor and Subordination Agreement (June 28th, 2013)

This INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement") is dated as of June 26, 2013, and entered into by and between WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company ("WFGC"), in its capacity as agent under the Loan Documents (as hereinafter defined), including its successors and assigns in such capacity from time to time ("Agent") and MICHAEL J. TRUCANO, as seller's representative under the Trucano Documents (as defined below) ("Trucano").

Intercreditor and Subordination Agreement (May 6th, 2013)

This INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement") is dated as of April 30, 2013, and entered into by and among WEBSTER BANK, N.A., as senior agent (in such capacity, the "Senior Agent") for itself and the other senior creditors party to the Senior Credit Agreement (as defined below) (together with the Senior Agent, individually, a "Senior Creditor" and collectively, the "Senior Creditors"), BIA DIGITAL PARTNERS SBIC II LP, as agent (in such capacity, the "Subordinated Agent") for itself and the other Subordinated Creditors (as defined below), and the other Subordinated Creditors identified on the signature pages hereof (together with the Subordinated Agent, individually, a "Subordinated Creditor", and collectively, the "Subordinated Creditors").

Xzeres Wind Corp. – Intercreditor and Subordination Agreement (April 5th, 2013)

INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of March __, 2013, by and among HANOVER HOLDINGS I, LLC, a New York limited liability company (together with its successors and assigns, the "Subordinated Lender"), XZERES CORP., XZERES ENERGY SERVICES CORP. and XZERES WIND EUROPE LIMITED (jointly and severally, together with their respective successors and assigns, collectively, the "Debtors") and RENEWABLE POWER SOURCES, LLC, a Delaware Limited Liability Company (together with its successors and assigns, the "Senior Lender").

Fusion Telecommunications International, Inc. – Intercreditor and Subordination Agreement (November 2nd, 2012)

INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of October 29, 2012, by and among Marvin Rosen, an individual "Subordinated Lender"), FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation ("Issuer"), PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership ("Fund III"), PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP, a Delaware limited partnership ("Fund III-A") and PLEXUS FUND II, LP, a Delaware limited partnership ("Plexus" and together with Fund III and Fund III-A and each of their successors and assigns, each a "Purchaser", and collectively, the "Purchasers"), and Fund III, as agent for the Purchasers (in such capacity, the "Agent").

Fusion Telecommunications International, Inc. – Intercreditor and Subordination Agreement (Seller) (November 2nd, 2012)

INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of October 29, 2012, by and among Jonathan Kaufman, an individual, and Christiana Trust, a division of WSFS Bank, as trustee of the LK Trust, a Delaware Trust (together, "Subordinated Lenders"), FUSION NBS ACQUISITION CORP., a Delaware corporation ("Issuer"), PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership ("Fund III"), PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP, a Delaware limited partnership ("Fund III-A") and PLEXUS FUND II, LP, a Delaware limited partnership ("Plexus" and together with Fund III and Fund III-A and each of their successors and assigns, each a "Purchaser", and collectively, the "Purchasers"), and Fund III, as agent for the Purchasers (in such capacity, the "Agent").

USA Synthetic Fuel Corp – Intercreditor and Subordination Agreement (October 3rd, 2012)

INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement"), dated as of September 24, 2012, among THIRD EYE CAPITAL CORPORATION, as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the "First Lien Agent") for the First Lien Secured Parties (as defined below), THIRD EYE CAPITAL CORPORATION, as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the "Second Lien Agent") for the Second Lien Secured Parties (as defined below), THIRD EYE CAPITAL CORPORATION, as Administrative Agent (in such capacity, with its successors and assigns, as more specifically defined below, the "Third Lien Agent") for the Third Lien Secured Parties (as defined below), LIMA ENERGY COMPANY, an Ohio corporation (the "Company"), USA SYNTHETIC FUEL CORPORATION, a Delaware corporation (the "Parent"), CLEANTECH ENERGY COMPANY, a Wyoming corporation ("CEC"), CLEANTECH CORPORATION, a Delaware corp

Nevada Gold & Casinos, Inc. – Intercreditor and Subordination Agreement (July 3rd, 2012)

This INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement") is dated as of June 27, 2012, and entered into by and between WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company ("WFGC"), in its capacity as agent under the Loan Documents (as hereinafter defined), including its successors and assigns in such capacity from time to time ("Agent") and MICHAEL J. TRUCANO, as seller's representative under the Trucano Documents (as defined below) ("Trucano").

Cohen & Steers Global Income Builder, Inc. – Intercreditor and Subordination Agreement (June 29th, 2012)

THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Subordination Agreement") is made as of the 27th day of June, 2012 by and between PNC BANK, NATIONAL ASSOCIATION, as Agent for Lenders (the "Bank") and CD Financial, LLC, a Florida limited liability company having its principal place of business at 3299 NW Second Avenue, Boca Raton, Florida 33431 (the "Junior Creditor"), and is acknowledged by Integrated BioPharma, Inc., a Delaware corporation, InB:Manhattan Drug Company, Inc., a New York corporation, AgroLabs, Inc., a New Jersey corporation, IHT Health Products, Inc., a Delaware corporation, Vitamin Factory, Inc., a Delaware corporation, and IHT Properties Corp., a Delaware corporation (collectively, the "Borrower").

Amendment to Intercreditor and Subordination Agreement Dated as of September 3,2010 by and Among Access to Money, Inc., Sovereign Bank, Lampe Conway & Company, LLC, LC Capital Master Fund, Ltd., Cadence Special Holding II, LLC (The "Intercreditor Agreement") (October 11th, 2011)

The Borrower and the Senior Lender are parties to that certain Loan and Security Agreement dated as of September 3, 2010, pursuant to which the Senior Lender loaned $5,500,000.00 to the Borrower. The Borrower and the Junior Lenders are parties to that certain Amended and Restated Loan and Security Agreement dated September 3, 2010, pursuant to which the Junior Lender, refinanced a term loan facility in the amount of $3,500,000.00.

Tel-Instrument Electronics Corp. – Intercreditor and Subordination Agreement (June 29th, 2011)

INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of September 10, 2010, by and among HAROLD K. FLETCHER, an individual ("HKF"), JEFFREY C. O'HARA, an individual ("JCO" and, together with HKF, the "Subordinated Lenders" and each, a "Subordinated Lender"), TEL-INSTRUMENT ELECTRONICS CORP., a New Jersey corporation ("Issuer"), and BCA MEZZANINE FUND, L.P., a Delaware limited partnership ("Purchaser").

American BioCare, Inc. – Intercreditor and Subordination Agreement (April 15th, 2011)

Citizens Bank ("Citizens"), Patrick Pickel and Robin Adkins (together the "Creditors" or individually, a "Creditor"), Care Choices of Tennessee, Inc. , a Tennessee corporation ("CCT") and CC Tennessee Holdings, LLC, a Nevada limited liability company ("Holdings" or together with CCT, the "Borrowers" or individually, a "Borrower") enter into this Agreement as of April 11, 2011.

FriendFinder Networks Inc. – Intercreditor and Subordination Agreement (March 17th, 2011)
Senior Intercreditor and Subordination Agreement (May 13th, 2010)

This SENIOR INTERCREDITOR AND SUBORDINATION AGREEMENT (Agreement), is dated as of December 10, 2009, and entered into by and among BANK OF AMERICA, N.A., as administrative agent under the First Lien Credit Agreement (together with its successors and assigns in such capacity or any replacement thereof in connection with a Refinancing (as defined below), the First Lien Credit Facility Representative), as parent collateral agent under the First Lien Collateral Agreement (together with its successors and assigns in such capacity or any replacement thereof in connection with a Refinancing, the First Lien Parent Collateral Agent) on behalf of the First Lien Claimholders and the Equal and Ratable Claimholders (each as defined below), and as subsidiary collateral agent under the First Lien Collateral Agreement (together with its successors and assigns in such capacity or any replacement thereof in connection with a Refinancing, the First Lien Subsidiary Collateral Agent and, together with the

National Investment Managers – Amendment to Intercreditor and Subordination Agreement (April 30th, 2010)

This Amendment to Intercreditor and Subordination Agreement (this "Amendment") is made as of the 26th day of April, 2010 by and among RBS CITIZENS, NATIONAL ASSOCIATION (the "Senior Creditor"), WOODSIDE CAPITAL PARTNERS IV, LLC ("Woodside IV"), WOODSIDE CAPITAL PARTNERS IV QP, LLC ("Woodside IV QP"), WOODSIDE CAPITAL PARTNERS V, LLC, as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank) ("Woodside V"), WOODSIDE CAPITAL PARTNERS V QP, LLC, as assignee of Woodlands Commercial Bank (f/k/a Lehman Brother Commercial Bank) ("Woodside V QP", and together with Woodside IV, Woodside IV QP, and Woodside V, the "Holders") and WOODSIDE AGENCY SERVICES, LLC as collateral agent for the Holders (the "Collateral Agent"), amends certain provisions of that certain Intercreditor and Subordination Agreement, dated as of November 30, 2007 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the "Intercreditor Agreement"), by and among, inter

Movie Star – The Indebtedness Covered by This Amendment Is Subordinated to the Prior Payment in Full of the Senior Indebtedness (As Defined in the Revolving Intercreditor Agreement Hereinafter Referred To) Pursuant To, and to the Extent Provided In, the Intercreditor and Subordination Agreement, Dated as of January 7, 2003 (As Amended or Otherwise Modified From Time to Time, the "Revolving Intercreditor Agreement"), Among Foh Holdings, Inc., Frederick's of Hollywood, Inc., and the Subsidiaries of Frederick's of Hollywood, Inc. Listed Therein, Wells Fargo Retail Finance, Llc, as Agent, Mellon Hbv Spv Llc, a (March 9th, 2010)

AMENDMENT NO. 2 (the "Amendment"), effective as of November 23, 2005, to the Amended and Restated Tranche A/B and Tranche C Term Loan Agreement, dated as of June 30, 2005 (the "Term Loan Agreement"), among Frederick's of Hollywood, Inc., a California corporation (the "Borrower"), FOH Holdings, Inc., a Delaware corporation ("Holdings"), the Subsidiaries of the Credit Parties listed in Annex I (each a "Frederick's Subsidiary" and collectively, the "Frederick's Subsidiaries"), the lending institutions listed in Annex II as Tranche A/B lenders (each a "Tranche A/B Lender" and collectively, the "Tranche A/B Lenders"), the lending institutions listed on Annex III as Tranche C lenders (each a "Tranche C Lender" and collectively, the "Tranche C Lenders"; the Tranche A/B Lenders and Tranche C Lenders each being a "Lender" and collectively, the "Lenders") and Mellon HBV SPV LLC, as agent for the Lenders (in such capacity, the "Agent") and as collateral agent for the Lenders (in "Collateral Agent

Movie Star – The Indebtedness Covered by This Amendment Is Subordinated to the Prior Payment in Full of the Senior Indebtedness (As Defined in the Revolving Intercreditor Agreement Hereinafter Referred To) Pursuant To, and to the Extent Provided In, the Intercreditor and Subordination Agreement, Dated as of January 7, 2003 (As Amended or Otherwise Modified From Time to Time, the "Revolving Intercreditor Agreement"), Among Foh Holdings, Inc., Frederick's of Hollywood, Inc., and the Subsidiaries of Frederick's of Hollywood, Inc. Listed Therein, Wells Fargo Retail Finance, Llc, as Agent, Mellon Hbv Spv Llc, a (March 9th, 2010)

AMENDMENT NO. 1 (the "Amendment"), effective as of July 20, 2005, to the Amended and Restated Tranche A/B, Tranche B and Tranche C Term Loan Agreement, dated as of June 30, 2005 (the "Term Loan Agreement"), among Frederick's of Hollywood, Inc., a California corporation (the "Borrower"), FOH Holdings, Inc., a Delaware corporation ("Holdings"), the Subsidiaries of the Credit Parties listed in Annex I (each a "Frederick's Subsidiary" and collectively, the "Frederick's Subsidiaries"), the lending institutions listed in Annex II as Tranche A/B lenders (each a "Tranche A/B Lender" and collectively, the "Tranche A/B Lenders"), the lending institutions listed on Annex III as Tranche C lenders (each a "Tranche C Lender" and collectively, the "Tranche C Lenders"; the Tranche A/B Lenders and Tranche C Lenders each being a "Lender" and collectively, the "Lenders") and Mellon HBV SPV LLC, as agent for the Lenders (in such capacity, the "Agent") and as collateral agent for the Lenders (in such capac

Behringer Harvard Opportunity REIT II, Inc. – Intercreditor and Subordination Agreement (November 12th, 2009)

This INTERCREDITOR AND SUBORDINATION AGREEMENT (this Agreement) dated as of August 14, 2009, is by and among BANK OF AMERICA, N.A., a national banking association (the Senior Lender), BEHRINGER HARVARD PAL I, LLC, a Delaware limited liability company (Junior Lender), and LEND LEASE (US) CAPITAL INC., a Delaware corporation (the Subordinate Lender) (together, the Senior Lender, Junior Lender and Subordinate Lender are referred to herein as the Lenders).

FriendFinder Networks Inc. – INTERCREDITOR AND SUBORDINATION AGREEMENT (Subordinated Secured Guaranty of PMGI Notes From Interactive Network) (October 13th, 2009)

THOSE HOLDERS OF 15.0% SENIOR SECURED NOTES DUE 2010 ISSUED PURSUANT TO THE 2005 NOTE AGREEMENT (defined below) (the 2005 Holders) THAT ARE PARTY HERETO,

FriendFinder Networks Inc. – INTERCREDITOR AND SUBORDINATION AGREEMENT (Interactive Network First Lien/Second Lien) (October 13th, 2009)
FriendFinder Networks Inc. – INTERCREDITOR AND SUBORDINATION AGREEMENT (PMGI Senior Lien Notes/Subordinated Guaranty by PMGI of Interactive Notes/Marc Bell Notes/Various Seller Notes Guaranties) (October 13th, 2009)

THOSE HOLDERS OF 15.0% SENIOR SECURED NOTES DUE 2010 ISSUED PURSUANT TO THE 2005 NOTE AGREEMENT (defined below) (the 2005 Holders) THAT ARE PARTY HERETO,